Pop your popcorn according to the instructions on the package.
Line a sheet pan with a silicone baking mat, and spread popcorn out onto it.
Preheat your oven to 235°
Put your sugar into the pot and set the heat to medium.
Once a bit of sugar has started to melt, turn the sugar over in the pot and continue to melt, and turn over, every time you see the sugar starting to melt.
Once the sugar is completely melted allow it so become a light amber color and remove from the stove.
Place your popcorn into the oven.
Put the butter into the caramel pot, and whisk until you have a smooth lucious caramel. The caramel will bubble up and go crazy, this is normal.
Quickly grab your popcorn from the oven and pour the caramel over it.
Use your spatula to turn the popcorn over, like you’re turning the page of a book, do this unitil you notice your caramel getting firm and than put it back into the oven.
Set a timer for 6 minutes, and keep turning your popcorn oven until you have coated all the corn, than let your popcorn set on the counter.
Break the cooled caramel corn into bite size clusters and enjoy!